SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
(AMENDMENT NO. 3)

RADVISION LTD.
(Name of Subject Company (Issuer))

ZOHAR ZISAPEL
(Name of Filing Person (Offeror))

ORDINARY SHARES, PAR VALUE NIS 0.10 PER SHARE
(Title of Class of Securities)

M81869105
(CUSIP Number of Class of Securities)

Zohar Zisapel
24 Raoul Wallenberg Street, Tel-Aviv 69719, Israel
+972-3-645-8101
(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)

With copies to:

Steven J. Glusband, Esq.	Noam Nativ, Adv.
Carter Ledyard & Milburn LLP	Goldfarb, Levy, Eran, Meiri, Tzafrir & Co.
2 Wall Street	2 Weizmann Street
New York, New York 10005	Tel Aviv 64239, Israel
Telephone: (212) 732-3200	Telephone: (972) 3-608-9999
Telecopy: (212) 732-3232

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$ 7,479,734	$ 417.37

* For purposes of calculating the filing fee only, this amount is based on the offer to purchase 971,394 ordinary shares of Radvision Ltd. at a purchase price of $7.70 cash per share.

** Calculated in accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by 0.0000558.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $341.48.	Filing Party: Zohar Zisapel.
Form or Registration No.: Schedule TO.	Date Filed: April 30, 2009.

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transaction to which the statement relates:

x third-party tender offer subject to Rule 14d-1

o issuer tender offer subject to Rule 13e-4

o going-private transaction subject to Rule 13e-3

x amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

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CUSIP No. M81869105

1.	Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only) Mr. Zohar Zisapel
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION ISRAEL
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 4,685,188*
		8.	SHARED VOTING POWER 187,213**
		9.	SOLE DISPOSITIVE POWER 4,685,188*
		10.	SHARED DISPOSITIVE POWER 187,213**
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,872,401*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.94%***
14.	TYPE OF REPORTING PERSON IN

* Includes 105,000 Ordinary Shares issuable upon the exercise of options granted to the Reporting Person exercisable as of the date of this filing or within 60 days thereafter (the “Options”).

** The 187,213 Ordinary Shares are held of record by RAD Data Communications Ltd., an Israeli company. The Reporting Person is a principal shareholder and Chairman of the Board of Directors of RAD Data Communications Ltd. The Reporting Person and his brother, Mr. Yehuda Zisapel, have shared voting and dispositive power with respect to the shares held by RAD Data Communications Ltd.

*** Based on 19,532,880 Ordinary Shares (including the Options) that the Issuer advised were issued and outstanding (which excludes 3,088,343 Ordinary Shares held as treasury stock) as of May 7, 2009.

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This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO originally filed by Mr. Zohar Zisapel, the Chairman of the Board of Directors of RADVISION Ltd. (“Radvision”) and a principal shareholder of Radvision, on April 30, 2009 with the Securities and Exchange Commission, and amended by Amendment No. 1 on May 11, 2009 and Amendment No. 2 on May 18, 2009 (as amended, the “Schedule TO”), in connection with his offer to purchase 971,394 outstanding ordinary shares, nominal (par) value NIS 0.10 per share (the “Shares”), of Radvision, upon the terms of, and subject to the conditions to, the Offer to Purchase, dated April 30, 2009 (the “Offer to Purchase”) and the related Letter of Transmittal, copies of which were previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements thereto, constitute the “Offer”).

This Schedule TO is intended to satisfy the reporting requirements of Rule 14d-1 under the Securities Exchange Act of 1934, as amended. The information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in response to all of the items of this Amendment No. 3 to the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein. Capitalized terms used herein but not otherwise defined have the meaning ascribed to such terms in the Offer to Purchase.

ITEMS 1 THROUGH 9 AND 11

        Items 1 through 9 and 11 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase, are respectively hereby amended and supplemented as follows:

         “On May 29, 2009, Mr. Zisapel issued a press release announcing that (1) the offer price in the Offer was increased from $6.30 to $7.70 per Radvision Share, net to the seller in cash, less any applicable withholding taxes, and without interest, (2) the Initial Offer Period was extended and will expire at 10:00 a.m., New York time, or 5:00 p.m., Israel time, on Monday, June 15, 2009, and (3) consequently, the Additional Offer Period, if applicable, will expire at 10:00 a.m., New York time, or 5:00 p.m., Israel time, on Friday, June 19, 2009. Mr. Zisapel’s amended offer price is 1.3% less than the closing price of Radvision shares on Nasdaq on May 29, 2009. A copy of the press release is attached hereto as Exhibit (a)(5)(D) and is incorporated herein by reference.”

ITEM 12. EXHIBITS.

NO. DESCRIPTION

(a)(1)(A) Offer to Purchase dated April 30, 2009.*

(a)(1)(B) Letter of Transmittal.*

(a)(1)(C) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(D) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(E) Guidelines for Certification of Taxpayer Identification Number on Substitute W-9.*

(a)(1)(F) Notice of Objection.*

(a)(5)(A) Text of Press Release issued by Mr. Zisapel on April 30, 2009.*

(a)(5)(B) Form of Cover of ‘Mifrat’ to be filed with the Israeli Securities Authority on April 30, 2009. **

(a)(5)(C) Form of Acceptance Notices to be filed with the Israeli Securities Authority on April 30, 2009.**

(a)(5)(D) Text of Press Release issued by Mr. Zisapel on May 29, 2009.

(b) Not applicable.

(d) Not applicable.

(g) Not applicable.

(h) Not applicable.

* Previously filed with the Schedule TO.

** Previously filed with the Schedule TO. English translation from Hebrew.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

/s/ Zohar Zisapel
——————————————
Zohar Zisapel

Dated: May 29, 2009

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EXHIBIT INDEX

NO. DESCRIPTION

(a)(1)(A) Offer to Purchase dated April 30, 2009.*

(a)(1)(B) Letter of Transmittal.*

(a)(1)(C) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(D) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(E) Guidelines for Certification of Taxpayer Identification Number on Substitute W-9.*

(a)(1)(F) Notice of Objection.*

(a)(5)(A) Text of Press Release issued by Mr. Zisapel on April 30, 2009.*

(a)(5)(B) Form of Cover of ‘Mifrat’ to be filed with the Israeli Securities Authority on April 30, 2009.**

(a)(5)(C) Form of Acceptance Notices to be filed with the Israeli Securities Authority on April 30, 2009.* *

(a)(5)(D) Text of Press Release issued by Mr. Zisapel on May 29, 2009.

(b) Not applicable.

(d) Not applicable.

(g) Not applicable.

(h) Not applicable.

* Previously filed with the Schedule TO.

** Previously filed with the Schedule TO. English translation from Hebrew.

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EX-99

Exhibit (a)(5)(D)

FOR IMMEDIATE RELEASE NEWS

MR. ZOHAR ZISAPEL INCREASES OFFER PRICE FOR RADVISION SHARES
AND EXTENDS EXPIRATION DATE TO JUNE 15, 2009

—     Offer price increased from $6.30 to $7.70 per share

Tel Aviv, Israel, May 29, 2009 – Mr. Zohar Zisapel announced today that he has increased the offer price in his pending tender offer to purchase 5.0% of the outstanding ordinary shares of RADVISION Ltd. (Nasdaq: RVSN) (currently, 971,394 RADVISION shares) from $6.30 per share to $7.70 per share, net to the seller in cash, less any required withholding taxes and without interest. All shareholders who tender shares to Mr. Zisapel pursuant to the tender offer will receive the increased price for shares tendered and accepted for payment, regardless of whether such shares are tendered before or after this announcement, if the tender offer is consummated.

In light of the increase in the offer price, the initial period of the tender offer and withdrawal rights, previously scheduled to expire on Monday, June 1, 2009, was extended and will now expire at 10:00 a.m., New York time, or 5:00 p.m., Israel time, on Monday, June 15, 2009. The additional period of the tender offer, if the conditions to the offer have been satisfied (or waived, to the extent permitted by applicable law), will now expire at 10:00 a.m., New York time, or 5:00 p.m., Israel time, on Friday, June 19, 2009.

According to a preliminary count by the depositaries for the offer, as of 5:00 p.m., Israel time, on May 27, 2009, 370 RADVISION shares had been validly tendered in Mr. Zisapel's offer and not withdrawn.

Today's closing price of the RADVISION shares on Nasdaq was $7.80. On May 27, 2009, the last trading day on the Tel Aviv Stock Exchange (the "TASE") before this announcement, the closing price of the RADVISION shares on the TASE was NIS 30.01 ($7.52 based on an exchange rate of NIS 3.992 per United States dollar as of May 27, 2009). Mr. Zisapel's amended offer price is 1.3% less than the closing price of RADVISION shares on Nasdaq on May 29, 2009.

The complete terms and conditions of the tender offer, including important U.S. and Israeli income and withholding tax considerations relating to the tender offer, are contained in the Offer to Purchase (as amended) included as an exhibit to the Tender Offer Statement on Schedule TO (as amended) previously filed (or, with respect to this amendment, to be filed) with the U.S. Securities and Exchange Commission (SEC) and with the Israeli Securities Authority (ISA). American Stock Transfer & Trust Company is the U.S. Depositary for the offer and Clal Finance Batucha Investment Management Ltd. is the Israeli Depositary for the offer.

Important Information: This is not an offer to buy or the solicitation of an offer to sell any RADVISION shares. The tender offer that is described in this press release is only being made through the Offer to Purchase, Letter of Transmittal and related tender offer documents, as amended. All holders of RADVISION shares should read the tender offer materials, as amended, and the Tender Offer Solicitation/Recommendation Statement with respect to the tender offer filed by RADVISION, with the SEC and the ISA. Holders of RADVISION shares should read the tender offer materials and the Solicitation/Recommendation Statement because they contain important information about the tender offer. The tender offer materials, the Solicitation/Recommendation Statement and other filed documents are available at no charge on the SEC’s website at http://www.sec.gov and on the ISA’s website at http://www.magna.isa.gov.il, and will also be made available without charge to all shareholders by contacting Noa Rosenberg-Segalovitz, Adv. of Goldfarb, Levy, Eran, Meiri, Tzafrir & Co., Mr. Zisapel’s Israeli legal counsel, at the address or telephone number set forth below. Shareholders are urged to read these materials carefully before making any decision with respect to the tender offer.

About RADVISION: RADVISION is the industry’s leading provider of market-proven products and technologies for unified visual communications over IP and 3G networks. With its complete set of standards-based video networking infrastructure and developer toolkits for voice, video, data and wireless communications, RADVISION is driving the unified communications evolution by combining the power of video, voice, data and wireless – for high definition videoconferencing systems, innovative converged mobile services, and highly scalable video-enabled desktop platforms on IP, 3G and emerging next-generation networks. For more information about RADVISION, visit www.radvision.com.

About Zohar Zisapel: Mr. Zisapel served as the Chairman of the Board of Directors of RADVISION from November 1992 until August 1999 and again assumed that position in April 2001. During the last several years, Mr. Zisapel has been engaged primarily in the management of high technology companies. Mr. Zisapel is a founder and chairman of the board of directors of RAD Data Communication Ltd. and he serves as a Chairman of other public companies, including RADCOM Ltd., Ceragon Networks Ltd. and as a director of Amdocs Ltd. Mr. Zisapel holds a B.Sc. and M.SC. degrees from the Technion – Israel Institute of Technology and an MBA. degree from Tel Aviv University.

Forward-Looking Statements: This press release may contain forward-looking statements that are subject to risks and uncertainties. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions that may cause actual results to differ materially from those projected, including, but not limited to, general business conditions in the industry, changes in demand for products, the timing and amount or cancellation of orders and other risks detailed from time to time in RADVISION’s filings with the Securities Exchange Commission, including its Annual Report on Form 20-F. These documents contain and identify other important factors that could cause actual results to differ materially from those contained in these forward-looking statements. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Mr. Zisapel undertakes no obligation to update publicly or revise any forward-looking statement.

CONTACT:
Goldfarb, Levy, Eran, Meiri, Tzafrir & Co.
2 Weizmann Street
Tel Aviv 64239, Israel
Telephone: (972) 3-608-9999

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